-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQBjRoOGBIFR2laEYEc6aME5WzjM7ax9Jendq80d6o1llzpXS+EYh+9CgterJH/t jxf/t7SR1B3h4Ow9niGQUw== 0000914427-98-000101.txt : 19980409 0000914427-98-000101.hdr.sgml : 19980409 ACCESSION NUMBER: 0000914427-98-000101 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980408 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERTUCCIS INC CENTRAL INDEX KEY: 0000874971 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042947209 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-41695 FILM NUMBER: 98589730 BUSINESS ADDRESS: STREET 1: 14 AUDUBON RD CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 6172466700 MAIL ADDRESS: STREET 1: 14 AUDUBON ROAD CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: BERTUCCIS HOLDING CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERTUCCIS INC CENTRAL INDEX KEY: 0000874971 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042947209 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 14 AUDUBON RD CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 6172466700 MAIL ADDRESS: STREET 1: 14 AUDUBON ROAD CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: BERTUCCIS HOLDING CORP DATE OF NAME CHANGE: 19600201 SC 13E3/A 1 SCHEDULE 13E-3 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13-E TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 1 BERTUCCI'S, INC. (NAME OF THE ISSUER) BERTUCCI'S, INC. TEN IDEAS, INC. TEN IDEAS ACQUISITION CORP. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $.005 PER SHARE (TITLE OF CLASS OF SECURITIES) 086063104 (CUSIP NUMBER OF CLASS OF SECURITIES) James Westra, Esq. Donald H. Siegel, P.C. Hutchins, Wheeler & Dittmar Posternak, Blankstein & Lund, L.L.P. A Professional Corporation 100 Charles River Plaza 101 Federal Street Boston, Massachusetts 02114 Boston, Massachusetts 02110 (617) 973-6100 (617) 951-6600 (NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVED NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) This statement is filed in connection with (check the appropriate box): a. /x/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration stats under the Securities Act of 1933. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: /x/ CALCULATION OF FILING FEE TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2) $56,760,088 $11,352.02 (1) For purposes of calculation of the filing fee only. Assumes the purchase, at a purchase price of $8.00 per share of Common Stock, of 7,095,011 shares of Common Stock of the Issuer, representing all of such Common Stock outstanding (assuming the exercise of options to acquire 364,100 shares of Common Stock and excluding shares of Common Stock to be transferred to Ten Ideas, Inc.). (2) The amount of the filing fee equals 1/50th of 1% of the transaction value. /x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $11,352.02 FORM OR REGISTRATION NO.: PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A DATE FILED: March 19, 1998 FILING PARTY: BERTUCCI'S, INC. Introduction This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13e-3 filed with the Securities and Exchange (the "Commission") on March 19, 1998 on behalf of Bertucci's, Inc., a Massachusetts corporation (the "Company"), Ten Ideas, Inc., a Delaware corporation ("Ten Ideas"), and Ten Ideas Acquisition Corp., a Massachusetts corporation ("Acquisition"), with respect to a proposed merger pursuant to which Acquisition will be merged with and into the Company (the "Merger") and the Company, as the surviving corporation in the Merger, will become a wholly-owned subsidiary of Ten Ideas (as heretofore amended, the "Schedule 13e-3 Statement"). Joseph Crugnale is the founder, President, Chief Executive Officer, and Chairman of the Board of the Company, and is the President and sole director of Ten Ideas and Acquisition. The purpose of this Amendment No. 1 is to amend Items 16 and 17 of the Schedule 13e-3 Statement as set forth below. Terms defined in the Schedule 13e-3 Statement are used in this Amendment No. 1 with the same meanings as provided in the Schedule 13e-3 Statement. Item 16. Additional Information Item 16 of the Schedule 13e-3 Statement is hereby amended by adding the following paragraph thereto: On Friday, April 3, 1998, NE Restaurant Company, Inc., a Delaware corporation ("NE Restaurant"), publicly announced that it had submitted an offer to the Company's Board of Directors to acquire all of the issued and outstanding Common Stock of the Company, other than the 430,000 shares of Common Stock owned by NE Restaurant, for a cash purchase price equal to $10.50 per share. This offer was accompanied by a letter obtained by NE Restaurant from an investment banking firm regarding anticipated sources of financing for the transaction, which letter is conditioned upon, among other things, (i) the absence of material change in the business, financial condition and prospects of NE Restaurant or the Company; (ii) satisfactory completion of a due diligence investigation of the Company and NE Restaurant; and (iii) satisfactory market conditions for new issuances of high yield debt securities and in the securities market in general. As of the date hereof, the Special Committee of the Board of Directors of the Company is evaluating this proposal. Copies of the press releases issued by NE Restaurant and the Company on Friday, April 3,1998 are attached hereto as Exhibit (d)(6) and (d)(7), respectively, and each is incorporated herein by reference. Item 17. Material To Be Filed as Exhibits (d)(6) Press Release issued by NE Restaurant Company, Inc., dated April 3, 1998. (d)(7) Press Release issued by Bertucci's, Inc., dated April 3, 1998. 1 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BERTUCCI'S, INC. By: /S/ Norman S. Mallett Norman S. Mallett Vice President-Finance, Treasurer and Chief Financial Officer Dated: April 8, 1998 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TEN IDEAS, INC. By: /S/ Joseph Crugnale Joseph Crugnale President Dated: April 8, 1998 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TEN IDEAS ACQUISITION CORP. By: /S/ Joseph Crugnale Joseph Crugnale President Dated: April 8, 1998 2 EX-99 2 EXHIBIT (D)(6) Exhibit (d)(6) FOR IMMEDIATE RELEASE: FOR MORE INFORMATION CONTACT: Paul V. Hongland, EVP Administration and CFO at (508) 870-9212 NE RESTAURANT COMPANY, INC. PROPOSES TO ACQUIRE BERTUCCI'S, INC. AT $10.50 PER SHARE WESTBOROUGH, Mass. - April, 1998--NE Restaurant Company, Inc. (NERC) announced today that it had submitted to the Board of Directors of Bertucci's, Inc. (NASDAQ: BERT) a proposal for NERC to acquire Bertucci's in a merger transaction for a cash purchase price of $10.50 per share for each outstanding share of Bertucci's Common Stock other than the approximately 4.8% of such shares owned by NERC. In February 1998, Bertucci's announced that it had entered into a merger agreement with a group led by Bertucci's Founder, President and Chief Executive Officer, Joseph Crugnale, pursuant to which the Crugnale group would take Bertucci's private by acquiring all of the outstanding shares of Bertucci's (other than the approximately 24% of such shares owned by Mr. Crugnale) for a purchase price of $8.00 per share in cash. On March 18, 1998, Bertucci's filed preliminary proxy materials which are being reviewed by the Securities and Exchange Commission with respect to a Special Meeting of Stockholders of Bertucci's to be held to vote on that merger proposal. The $10.50 per share price proposed by NERC represents a premium of 31.3% over the $8.00 per share price offered in the pending merger with the Crugnale group and a 75.0% premium over the last reported sale price of Bertucci's Common Stock of $6.00 per share on February 13, 1998, the last trading date before public announcement of the execution of the merger agreement with the Crugnale group. NERC owns and operates 31 Chili's Grill and Bar Restaurants and 2 On The Border Restaurants throughout the Northeast. NERC is privately owned by its management and an investor group led by Jacobson Partners, a New York City based firm that sponsors various private investment funds. In its proposal, NERC said that it had obtained a letter from a leading investment firm to the effect that such firm is highly confident of arranging debt financing of at least $90 million for the transaction which, when combined with equity capital committed by stockholders of NERC and an investor group led by Jacobson Partners, would be sufficient to consummate the transaction. NERC is currently awaiting a response to its proposal from the Special Committee of Bertucci's Board of Directors that was formed to evaluate and consider the offer made by the Crugnale group. EX-99 3 EXHIBIT (D)(7) Exhibit (d)(7) BERTUCCI'S FOR IMMEDIATE RELEASE April 3, 1998 CONTACT: Norman S. Mallett, Treasurer, Vice President-Finance, and CFO (781) 246-6700 NE RESTAURANT COMPANY PROPOSAL TO ACQUIRE BERTUCCI'S WAKEFIELD, MASS. (April 3) - Bertucci's Inc. (NASDAQ: BERT) confirmed today that it has received an offer from NE Restaurant Company, Inc. (NE Restaurant) to acquire Bertucci's in a merger in which each shareholder of Bertucci's would receive $10.50 net in cash for each share of common stock of Bertucci's outstanding. The offer was accompanied by a letter obtained by NE Restaurant from an investment banking firm regarding anticipated sources of financing for the transaction, which letter is conditioned upon, among other things: (i) the absence of material change in the business, financial condition and prospects of NE Restaurant or Bertucci's; (ii) satisfactory completion and due diligence investigation of Bertucci's and NE Restaurant; and (iii) satisfactory market conditions for new issuances of high yield debt securities and in the securities market in general. Bertucci's is evaluating the proposal and is not in a position to comment further until that process is complete. Bertucci's, Inc. operates 84 casual, full-service Italian restaurants in 11 states and the District of Columbia. In addition, the Company also operates Sal and Vinnie's Sicilian Steakhouse, which was opened in the first quarter 1997, in Norwood, Massachusetts. For additional information at Bertucci's, Inc. contact Norman Mallett, Vice President-Finance, telephone #781/246-6700, extension 102. -----END PRIVACY-ENHANCED MESSAGE-----